Common use of Restrictions on Registration Clause in Contracts

Restrictions on Registration. Parent may postpone or suspend, as applicable, for no more than one period of up to 90 days in any 12-month period the filing, effectiveness or use of a registration statement for a Demand Registration (and the holders of Registrable Securities participating in such offering hereby agree not to offer or sell any Registrable Securities pursuant to such registration statement during such postponement or suspension), pursuant to this Section 2.4 or clause (iii) of Section 5.2, if Parent determines in good faith that such filing or effectiveness might (a) interfere with or adversely affect the negotiation or completion of any material transaction or other material event that is being contemplated by Parent or (b) involve initial or continuing disclosure obligations relating to a material event or material state of facts regarding Parent the disclosure of which would, in the reasonable judgment of Parent, be adverse to its interests; provided, that, in the event of such a postponement or suspension of registration, the holders of Registrable Securities initially requesting such Demand Registration shall be entitled to withdraw such request and, if such request is withdrawn, such Demand Registration shall not count as the Demand Registration hereunder. In the event Parent shall exercise its postponement or suspension rights hereunder, (x) the applicable time period during which a registration statement is to remain effective under Section 5.2 and the 180-day period specified in Section 2.1 shall be extended by a period of time equal to the duration of such postponement or suspension. The number and length of suspension and postponement periods in any 12-month period under this Section 2.4 shall be aggregated with the number and the length of Suspension Periods under clause (iii) of Section 5.2, such that Parent shall not be permitted to postpone or suspend, for more than 90 days in such 12-month period the filing, effectiveness or use of a registration statement for a Demand Registration pursuant to Section 2.4 and/or clause (iii) of Section 5.2 taken together.

Restrictions on Registration. Parent The Company shall not be obligated to effect any Demand Registration within 180 days after the effective date of (a) a previous Demand Registration or (b) a Piggyback Registration in which the holders of Registrable Securities participate pursuant to Section 3 and in which at least 75% of the Registrable Securities requested by such holders to be included are included. The Company may postpone or suspend, as applicable, for no more than one two periods in any 12-month period of up to aggregating not more than 90 days in any such 12-month period the filing, effectiveness or use of a registration statement for a Demand Registration (and the holders of Registrable Securities participating in such offering hereby agree not to offer or sell any Registrable Securities pursuant to such registration statement during such postponement or suspension), pursuant to this Section 2.4 or clause (iii) of Section 5.2, if Parent the Company determines in good faith that such filing or effectiveness might (a) interfere with or adversely affect the negotiation or completion of any material transaction or other material event that is being contemplated by Parent the Company or (b) involve initial or continuing disclosure obligations relating to a material event or material state of facts regarding Parent the Company the disclosure of which would, in the reasonable judgment of Parentthe Company, be adverse to its interests; provided, that, in the event of such a postponement or suspension of registration, the holders of Registrable Securities initially requesting such Demand Registration shall be entitled to withdraw such request and, if such request is withdrawn, such Demand Registration shall not count as one of the permitted Demand Registration Registrations hereunder. In the event Parent the Company shall exercise its postponement or suspension rights hereunder, (x) the applicable time period during which a registration statement is to remain effective under Section 5.2 and the 180-day period specified in Section 2.1 shall be extended by a period of time equal to the duration of such postponement or suspension. The number and length of suspension and postponement periods in any 12-month period under this Section 2.4 shall be aggregated with the number and the length of Suspension Periods under clause (iii) of Section 5.2, such that Parent the Company shall not be permitted to postpone or suspend, for more than two periods in any 12-month period aggregating not more than 90 days in such 12-month period the filing, effectiveness or use of a registration statement for a Demand Registration pursuant to Section 2.4 and/or clause (iii) of Section 5.2 taken together.